Exhibit 34.3




Report of Independent Registered Public Accounting Firm





The Board of Directors


The Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas:





We have examined the accompanying management’s assertion that the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the Honda Auto Receivables 2009-2 Owner Trust asset-backed securities transaction and Honda Auto Receivables 2010-3 Owner Trust asset-backed securities transaction (the Platform), except for servicing criteria 1122(d)(1)(i), 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(2)(vi), 1122(d)(2)(vii), 1122(d)(3)(i), 1122(d)(4)(i), 1122(d)(4)(ii), 1122(d)(4)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), 1122(d)(4)(xiv) and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended March 31, 2011. Servicing criterion 1122(d)(3)(ii) is applicable to the activities the Company performs with respect to the Platform only as it relates to amounts remitted to the investors. Management is responsible for the Company’s compliance with those servicing criteria. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance based on our examination.




Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States)and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of less than all of the servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the servicing criteria.  Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.







In our opinion, management’s assertion that the Company complied with the aforementioned servicing criteria, as of and for the twelve months ended March 31, 2011 is fairly stated, in all material respects.





(Signed) KPMG, LLP





Chicago, Illinois


April 26, 2011










Appendix A





MANAGEMENT’S ASSERTION OF COMPLIANCE





Management of the Trust & Securities Services department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the “Company”) is responsible for assessing the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission to determine which criteria are applicable to the Company in respect of the servicing platform described below.  Management has determined that the servicing criteria are applicable in regards to the servicing platform for the period as follows:





Platform:  Honda Auto Receivables 2009-2 Owner Trust asset-backed securities transaction and Honda Auto Receivables 2010-3 Owner Trust asset-backed securities transaction (the Platform).  The Honda Auto Receivables 2010-3 Owner Trust asset-backed securities transaction was issued on October 28, 2010, and therefore was included in the Platform from October 28, 2010 to March 31, 2011.





Applicable Servicing Criteria:  All servicing criteria set forth in Item 1122(d), except for the following criteria: 1122(d)(1)(i), 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(i), 1122(d)(2)(iii), 1122(d)(2)(iv), 1122(d)(2)(v), 1122(d)(2)(vi), 1122(d)(2)(vii), 1122(d)(3)(i), 1122(d)(4)(i), 1122(d)(4)(ii), 1122(d)(4)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), 1122(d)(4)(xiv) and 1122(d)(4)(xv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the Applicable Servicing Criteria).  Servicing criterion 1122(d)(3)(ii) is applicable to the activities the Company performs with respect to the Platform only as it relates to amounts remitted to investors.





Period:  As of and for the twelve months ended March 31, 2011.





With respect to the Platform and the Period, the Company’s management provides the following assertion of compliance with respect to the Applicable Servicing Criteria:





1.  The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria for the Period.





2.  The Company’s management has assessed compliance with the Applicable Servicing Criteria for the Period.  In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.





3.  Based on such assessment, for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria.





KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assertion of compliance with the Applicable Servicing Criteria for the Period.





DEUTSCHE BANK NATIONAL TRUST COMPANYBy:
/s/ Robert FrierName: Robert FrierIts: DirectorDEUTSCHE BANK TRUST COMPANY AMERICASBy:
/s/ Kevin C. WeeksName: Kevin C WeeksIts: Managing DirectorBy:
/s/ Jenna KaufmanName: Jenna KaufmanIts: Director





Dated: April 26, 2011